Touma v Highfields Australia Pty Ltd [2024] NSWCA 160

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Touma v Highfields Australia Pty Ltd [2024] NSWCA 160 Hearing dates: 31 May 2024 Date of orders: 4 July 2024 Decision date: 04 July 2024 Before: White JA at [1]; Adamson JA at [2]; Basten AJA at [3] Decision: (1) Dismiss the appeal from the judgment given in the Equity Division on 28 November 2023 and the orders made on 5 December 2023 and 1 February 2024. (2) Order that the appellant (Joseph Anthony Touma) pay the costs of the first respondent (Highfields Australia Pty Ltd) in this Court. Catchwords: CONTRACTS – Construction – Context – where the parties entered into four separate oral contracts – whether the contracts provided for the transfer of ownership of four cars – where transaction documents indicated that a security interest in the vehicles was required – whether trial judge's construction of contract was uncommercial CORPORATIONS – Contracts – financial statements – s 1305(1) Corporations Act 2001 (Cth) – whether information within financial statements held significant probative value in determining the terms of a contract – where signatory to financial statements not a party to proceedings Legislation Cited: Corporations Act 2001 (Cth), s 1305 Cases Cited: Australian Securities and Investment Commission v Rich (2009) 236 FLR 1; [2009] NSWSC 1229 Category: Principal judgment Parties: Joseph Anthony Touma (Appellant) Highfields Australia Pty Ltd (First Respondent) Advanced Motor Dealers Group Pty Ltd (receiver and manager appointed) (Second Respondent) Shumit Banerjee (Third Respondent) Representation: Counsel: H Somerville / M McGirr (Appellant) P Afshar / J Pokoney (First Respondent)